SUITE
860
- 625
HOWE STREET Ÿ
VANCOUVER, BC Ÿ
V6C 2T6 CANADA Ÿ TEL:
(604) 687-7545 FAX: (604) 689-5041
PRESS RELEASE
FOR IMMEDIATE
RELEASE
February 22, 2008
#08-07
Sherwood Acquires 91.7% of Western Keltic Shares &
Extends Offer for Remaining Shares
Sherwood will move to acquire all of remaining Western
Keltic Shares
VANCOUVER, BRITISH COLUMBIA - Sherwood Copper Corporation ("Sherwood") (SWC: TSX-V) is
pleased to announce that it has acquired an additional 5,011,517 common shares
of Western Keltic Mines Inc. ("Western Keltic") under Sherwood's offer (the
"Offer") for all of the outstanding common shares of Western Keltic (the "Western Keltic Shares").
Sherwood has now acquired a
total of 75,498,414
Western Keltic common shares,
representing approximately 91.67% of the outstanding Western Keltic
Shares.
Sherwood intends to issue
Sherwood common shares in payment for the recently tendered Western Keltic
Shares on or before February 26, 2008.
Final Extension of Offer for Remaining
Shares
In order to allow for the
remaining Western Keltic Shares to be tendered to the Offer, Sherwood has
extended, for the last time, its Offer to acquire all of the outstanding Western
Keltic Shares for 0.08 of a common share of Sherwood for each Western Keltic
Share to 5:00 p.m. (Toronto time) on March 5, 2008 (the "Extended Expiry
Time"). This final extension will
also permit holders of certain warrants, options and other similar securities of
Western Keltic to exercise their warrants, options and similar securities and
tender their Western Keltic Shares to the Offer, thereby facilitating the
ability of those holders to receive Sherwood common shares.
A Notice of Extension has
been filed with Computershare Investor Services Inc., the Depositary under the
offer. The Notice of Extension will
be mailed to Western Keltic shareholders and will be filed with the applicable
securities regulators in Canada.
Second Step
Transaction
After the Extended Expiry
Time, Sherwood intends to commence a compulsory acquisition or a subsequent
acquisition transaction to acquire all of the remaining Western Keltic Shares
not already owned by Sherwood at the same price of 0.08 of a Sherwood common share for each
Western Keltic Share after the Extended Expiry
Time.
Early Warning Requirements under Applicable Securities
Laws
As a result of the taking
up and acceptance of payment of the Western Keltic Shares recently deposited to
the Offer, Sherwood has acquired an aggregate of 75,498,414 common shares of
Western Keltic, which represents
approximately 91.67% of the outstanding common shares of Western Keltic. At present, Sherwood has extended its takeover bid for
all of the outstanding common shares of Western Keltic and intends to acquire
100% of the outstanding common shares of Western Keltic subject to the terms and
conditions set out in Sherwood's Offer and Take-Over Bid Circular. A copy of the
early warning report filed pursuant to the applicable securities legislation is
available online at www.sedar.com under Western Keltic's profile or may be obtained by contacting Sherwood at
860-625 Howe Street
Vancouver, BC
V6C 2T6, tel (604)
687-7545, fax (604) 689-5041.
Additional
Information
On December 24, 2007,
Sherwood filed an offer and take-over bid circular (the "Take-over Bid
Circular") related to its Offer for the outstanding common shares of Western
Keltic, which circular was accompanied by the directors? circular of the Board
of Directors of Western Keltic (the "Directors' Circular") in which the Western
Keltic board unanimously recommended that shareholders of Western Keltic accept
the offer and tender their common shares. On January 29, 2008, Sherwood extended
the expiry time of its Offer from 5:00 p.m. (Toronto time) on January 29, 2008 to 5:00 p.m. (Toronto time) on February
11, 2008. On February 12, 2008,
Sherwood further extended the expiry time of its Offer to 5:00 p.m. (Toronto time) on February
21, 2008. For additional details,
investors and securityholders of Western Keltic are strongly encouraged to read
the terms and conditions of the Offer, the additional information in the Take-over Bid Circular and the Directors' Circular mailed on December 24, 2007
and filed on SEDAR, as well as the two Notices of Extension dated January 29,
2008 and February 12, 2008, also filed on SEDAR.
Kingsdale Shareholder
Services Inc. is the information agent for the Offer. If you have any questions,
please do not hesitate to contact Kingsdale Shareholder Services Inc. toll-free
in North
America at 1-866-639-8111.
About Sherwood
Copper
Sherwood has 100% ownership
of the high-grade open pit Minto copper-gold mine located in the Yukon Territory
of Canada. Sherwood acquired the
Minto Project in June 2005 and, in just two years from its acquisition,
completed a bankable feasibility study, arranged project financing, and built a $100 million open pit
copper-gold mine. Commercial
production commenced on
October 1, 2007. In parallel
with these development activities, Sherwood has been running a very successful
exploration program that has resulted
in multiple discoveries of high grade copper-gold mineralization across its
Minto Mine property. A recent pre-feasibility indicates how
production at the project could be increased as a result of this exploration
success. Sherwood plans to continue
this "growth from within" strategy, along with further operational
optimizations, in its relentless pursuit of value.
Notice to U.S.
Shareholders of Western Keltic
As a result of restrictions
under United States securities laws, no Sherwood shares will be delivered in the
United States or to or for the account or for the benefit of a person in the
United States, unless Sherwood is satisfied that the investment decision is
being made in Idaho, Iowa, Kansas, Maine, Michigan, Minnesota, Missouri, Nevada,
New Mexico, New York, Ohio, Oklahoma, Pennsylvania, South Carolina, South Dakota
or Vermont, and that all required regulatory approvals have been received. Western Keltic shareholders with
investment decisions made in any other U.S. state or jurisdiction, or in a state
named above in which Sherwood is not ultimately satisfied that all required
regulatory approvals have been
received who would otherwise receive Sherwood shares in exchange for their
Western Keltic shares may, at the sole discretion of Sherwood, have such Sherwood shares issued on their behalf to a selling agent, which shall, as agent
for such Western Keltic shareholders (and without liability, except for gross
negligence or willful misconduct), sell such Sherwood shares on their behalf
over the facilities of the TSX-V and have the net proceeds of such sale, less
any applicable brokerage commissions, other expenses and withholding taxes,
delivered to such shareholders.
The Offer is being made for
the securities of a Canadian issuer and the Offer and Take-over Bid Circular have been prepared in accordance with the disclosure
requirements of Canada. Western Keltic shareholders
should be aware that such requirements are different from those of the
United States. The financial
statements included or incorporated by reference in the Offer and Take-over Bid Circular have been
prepared in accordance with Canadian
generally accepted accounting principles, and are subject to Canadian auditing and
auditor independence standards, and thus may not be comparable to financial
statements of United States companies.
The enforcement by Western Keltic shareholders of civil
liabilities under the United States federal securities laws may be affected
adversely by the fact that Sherwood is incorporated under the laws of Canada,
that some or all of its officers and directors may be residents of jurisdictions
outside the United States, that some or all of the experts named in the
Offer and Take-over Bid Circular may be residents of jurisdictions outside the
United States and that all or a substantial portion of the assets of
Sherwood and said persons may be located outside the
United States.
You should be aware that Sherwood may, subject to
compliance with applicable laws, purchase Western Keltic shares otherwise than
under the Offer, such as in open market purchases or privately negotiated
purchases.
On
behalf of the board of directors
SHERWOOD COPPER CORPORATION
?Stephen P. Quin?
Stephen P. Quin
President & CEO
Investor Contacts:
Sherwood Copper:
Stephen P. Quin 604.687-7545 or Brad Kopp
604-687-7545
The TSX Venture Exchange
has not reviewed and does not accept responsibility for the adequacy or accuracy
of this press release.
Forward-Looking
Statements
This document may contain
"forward-looking statements" within the meaning of Canadian securities
legislation and the United States Private Securities Litigation Reform Act of
1995. These forward-looking statements are made as of the date of this document
and the Company does not intend, and does not assume any obligation, to update
these forward-looking statements.
Forward-looking statements
relate to future events or future performance and reflect management's
expectations or beliefs regarding future events and include, but are not limited
to, statements with respect to the estimation of mineral reserves and resources,
the realization of mineral reserve estimates, the timing and amount of estimated
future production, costs of production, capital expenditures,
success of mining operations, environmental risks, unanticipated reclamation
expenses, title disputes or claims and limitations on insurance coverage. In
certain cases, forward-looking statements can be identified by the use of words
such as "plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "would",
"might" or "will be taken", "occur" or "be achieved" or the negative of these
terms or comparable terminology. By their very nature forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Such factors include, among others, risks related to actual results of current
exploration activities; changes in project parameters as plans continue to be refined;
future prices of resources; possible
variations in ore reserves, grade or recovery rates; accidents, labour disputes
and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the
completion of development or construction activities; as well as those factors
detailed from time to time in the Company's interim and annual financial statements and management's discussion and analysis of those statements, all of
which are filed and available for review on SEDAR at www.sedar.com. Although the
Company has attempted to identify important factors that could cause actual
actions, events or results to differ materially from those described in
forward-looking statements, there may be other factors that cause actions,
events or results not to be as anticipated, estimated or intended. There can be
no assurance that forward-looking statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements.
Accordingly, readers
should not place undue reliance on forward-looking
statements.